The Parties agree that they shall hold such Information in confidence and shall use same solely for the purpose set forth in the above paragraphs, and further agree that they shall not make disclosure of any such Information to anyone except those representatives necessary to review such Information. Prior to providing the Information to any representative, a Party will notify each representative to whom such disclosure is made that such information is received in confidence and shall be kept in confidence by such representative. In the event such Information must be disclosed by either Party to third persons for the purposes set forth in above paragraphs, each Party shall, prior to such disclosure, obtain written consent from the other Party.
This Agreement shall not apply to any information (a) previously known to either Party free of any obligation to keep it confidential; (b) that has been or which becomes publicly known, through no wrongful act of either Party; (c) which is rightfully received from a third Party who is under no obligation of confidence to either Party; (d) or which is independently developed by the receiving Party without resort to the Information that has been disclosed pursuant to this Agreement; or (e) is required to be disclosed in order to comply with applicable law or regulation or with any requirement imposed by judicial or administrative process or any governmental or court order.
In the event the Parties decide not to enter into a business relationship regarding the subject matter hereof, then all such disclosed Information shall be returned to the Party who provided such Information or destroyed upon request. Any future business relationship between the Parties regarding the subject matter hereof shall be the subject of a separate agreement to be negotiated and executed by the Parties.
Neither Party hereto shall in any way or in any form distribute, disclose, publicize, issue press releases, or advertise in any manner, including, but not limited to, making representations in court pleadings, except as required under law, the discussions that gave rise to this Agreement or the discussions or negotiations covered by this Agreement or the information provided pursuant to this Agreement, without first obtaining the prior written consent to the other Party.
Each of the Interested Parties acknowledges and agrees that each of the Parties would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this letter agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, in addition to any other remedy to which any of the Parties may be entitled at law or in equity, the Parties shall be entitled to injunctive relief to prevent any breach of this letter agreement and specifically to enforce the terms and provisions of this letter agreement, the whole without the necessity of proving actual damage or posting bond or security for costs. Each of the Parties further agrees not to contest any proceeding in which such injunctive relief is sought.
Interested Third Party prospect shall indemnify, defend and save harmless the Subject Company and M&A Evolution from and against any claims, actions or demands of any kind or nature whatsoever which the Subject Company or M&A Evolution may suffer or incur, or which may be brought against the Subject Company or M&A Evolution as a result of, in respect of or arising out of, any non-fulfillment of any term or provision of this letter agreement by the Interested Third Party prospect or their Representatives.
Neither this Agreement nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by either Party and the obligations contained in this Agreement shall survive and continue to a period of two (2) years from the date of this Agreement. Notwithstanding the foregoing, any and all obligations of the parties to protect the confidentiality of the other parties' information that constitutes a trade secret, as described herein, shall continue for so long as such information constitutes a "trade secret" under applicable law.
This Agreement shall be governed by and constituted and enforced in accordance with the internal laws of the Province of Ontario and shall be binding upon the parties hereto in Canada and worldwide. Failure to enforce any provision of this Agreement shall not constitute a waiver of any other term hereof.
IN WITNESS HEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and year written above.
